Kellwood (NYSE:KWD)
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Kellwood (NYSE: KWD) Announces Pricing of Convertible Debentures
Offering
ST. LOUIS, June 16 /PRNewswire-FirstCall/ -- Kellwood Company today announced
the pricing of its offering of $180.0 million original principal amount of
3.50% Convertible Senior Debentures due 2034 in a private placement to
qualified institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended. The offering is expected to close on June 22, 2004,
subject to customary closing conditions. In addition, Kellwood has granted the
initial purchasers an option to purchase up to an additional $20.0 million
original principal amount of the debentures. Kellwood intends to use the
proceeds of the offering for general corporate purposes, including
acquisitions, and to pay $4.7 million under its 6.90% private placement notes
due September 1, 2005.
(Logo: http://www.newscom.com/cgi-bin/prnh/20011220/CGTH038LOGO )
The debentures will bear regular interest at 3.50% per annum until June 15,
2011. After June 15, 2011, no regular interest will be paid. Instead, on the
maturity date, a holder will receive the accreted principal amount of a
debenture, which will be equal to the original principal amount of $1,000 per
debenture increased at a fixed yield to maturity, beginning on June 15, 2011 of
3.50% per annum, or $2,221.18 at maturity.
The debentures will be convertible into shares of Kellwood's common stock at an
initial conversion rate of 18.7434 shares per $1,000 original principal amount
of Debentures (which is equivalent to an initial conversion price of
approximately $53.35 per share) during any fiscal quarter commencing after July
31, 2004 if the last reported sale prices of the common stock over a certain
trading period are greater than or equal to 131.3% of the conversion price or
$70.05 per share and under certain other circumstances. Upon conversion,
Kellwood has the right to deliver, in lieu of common stock, cash or a
combination of cash and common stock. Kellwood may redeem the debentures
beginning on June 20, 2011. On June 15, 2011, June 15, 2014, June 15, 2019,
June 15, 2024 and June 15, 2029, or upon the occurrence of certain fundamental
changes, the holders of the debentures may require Kellwood to repurchase the
debentures.
The debentures being offered and the common stock issuable upon conversion of
the debentures have not been registered under the Securities Act of 1933, as
amended, or any state securities laws, and may not be offered or sold in the
United States absent registration under, or an applicable exemption from, the
registration requirements of the Securities Act of 1933, as amended, and
applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of
an offer to buy, nor shall it constitute an offer, solicitation or sale of
these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful. This press release is being issued
pursuant to and in accordance with Rule 135c under the Securities Act of 1933,
as amended.
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DATASOURCE: Kellwood Company
CONTACT: Roger D. Joseph, VP Treasurer & IR, +1-314-576-3437, or Fax,
+1-314-576-3325, , or W. Lee Capps III, Executive VP
Finance & CFO, +1-314-576-3486, or Fax +1-314-576-3439, ,
both of Kellwood Co.
Web site: http://www.kellwood.com/